Frequently Asked Questions

Defined Terms Basics

What are defined terms?

Terms that serve to achieve clarity without needless repetition, improving a contract’s readability and consistency, while eliminating ambiguity and exposing drafting flaws.

Where are defined terms found?

Defined terms are found in legal documents, and are often placed at either the beginning or end of the document.

What terms should be defined in a legal document?

Any term that is vague or subject to more than one interpretation should be defined.

Why are defined terms useful?

Defined terms are useful because words or phrases could be subject to multiple interpretations.

Why would a word or phrase be subject to different interpretations?

Words might be subject to multiple interpretations because many terms are industry- specific: a certain term may mean one thing to a regional publisher and another to a Fortune 500 Company.

Why are defined terms useful in writing contracts when involved parties are all familiar with a particular industryâ€™s jargon?

While the parties negotiating a contract may be conversant with industry-specific jargon, if disagreement leads to lawsuit, judges not familiar with this vernacular may end up deciding the contract’s outcome, relying on defined terms for clarity.

What are the two types of definitions?

Autonomous definitions and integrated definitions.

What is an autonomous definition?

â€¨An autonomous definition is linked to its defined term by a verb.

For example: “IRS” means the Internal Revenue Service.

What is an integrated definition?

An integrated definition is a definition in which the defined term is created in parenthesis and placed at the end of the definition.

If a term is not defined, should it be assumed that normal usage applies?

Yes, if a term is not defined, normal usage applies.

Drafting Defined Terms

How are defined terms created?

Regardless of a particular term’s everyday definition, when parties agree on a term’s definition in a contract, they are agreeing that the term defined will have the specific, agreed-upon, definition.

When should the defined terms list be drafted?

The defined terms section of a legal document should be drafted after the legal document’s regulations are drafted.

What are the rules concerning defined terms formatting?

While there is no law governing formatting, conventional drafting practices mandate that:

for ease of reference, terms are generally aggregated in a definitional section of â€¨the document

terms be spelled and used consistently throughout the document

the first letter of each word making up the defined term be capitalized, except for â€¨conjunctions and prepositions â€¨Note: many authors choose not to capitalize the initial letter of each defined term, â€¨or instead choose to capitalize the entire defined term.

quotation marks and a bold emphasis be placed on any defined term linked to an autonomous definition, and quotation marks and bold be placed on any defined term that’s being defined in a defined-term parenthetical

terms not be used before they are defined

What is the benefit of the aforementioned unofficial formatting standard?

In addition to improving readability, this standard of listing ensures an easy addition and removal of definitions, because paragraph designation does not have to be changed each time terms are added or removed.

Should generic terms and abbreviated terms be defined?

Yes, generic terms and abbreviated terms should be defined.

For example, the abbreviated term “NLRB” in the following sentence should be defined as “National Labor Relations Board:” “Employees of the NLRB should refer to the executive branch-wide Standards of Ethical Conduct at 5 CFR part 2635.”

What terms do not need to be defined?

Ordinary words that are used in their usual dictionary meaning do not need to be defined. For example, do not say: “paper means material manufactured in thin sheets from the pulp of wood or other fibrous substances, used for writing, drawing, or printing on.”

Words used only once or infrequently do not need to be defined in the designated section, but should instead be explained at the few places they appear in the document.

In authoring a termâ€™s definition, what should be avoided?

Definitions should not include part or all of the term being defined. For example, do not say: “alcoholic beverages include beverages containing alcohol.”

Do not define terms with definitions blatantly contrary to commonly accepted meanings.

Flesch-Kincaid Readability

What are Flesch-Kincaid (F-K) Readability tests?

Flesch-Kincaid Readability tests are two tests designed to indicate comprehension difficulty when reading a passage of contemporary academic English.

The first test is the Flesch Reading Ease test, which is the standard at the U.S. Department of Defense (DOD MIL-M-38784B). The federal government also mandates its use by contractors producing manuals for the armed services.

The second test is the Flesch-Kincaid Grade Level test, used extensively in the field of education.

How should the Flesch-Kincaid Grade Level test score be interpreted?

The Flesch-Kincaid Grade Level formula presents the level of U.S. education* generally required to understand a passage of text.

*Note: Elementary school includes grades 1-6; middle school includes grades 7-8; high school includes grades 9-12; college includes grades 13-16; graduate school includes grades 17+.

Other

What is the easiest way to access Defined Term?

Defined Term was created to allow easy access without the need to visit and search from the home page. Instead you can search definedterm.com directly from the browser (like a google search) by typing definedterm.com/[search term] into the address bar. The resulting page either lists the various definitions for that term or, if the site does not contain any definitions for that term, search results containing similar terms.

What is the history of Defined Term?

Our founder, Ian Trumpower, was negotiating the high level terms of an investment whereby certain events would occur if the company reached "CFBEAST", i.e., an internally used acronym for Cash-Flow-Break-Even-And-Stay-There. The deal principals on both sides understood what was intended by the CFBEAST concept but drafting a legal definition was challenging to the lawyers. A search for other documents that contained a definition for CFBEAST or a similar concept yielded no results, in large part because there was simply no method of broadly searching defined terms. To alleviate situations like this we created a database of legal terms with a particular focus on terms that are unusual or difficult to draft.

Who uses Defined Term?

Our users hail from industries ranging from law to science to business to government. Daily users include the Department of Defenese and the various military branches as well as the top financial and legal institutions.

Moreover, the content of Defined Term is cited in an ever-increasing number of publications, such as:

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